The Audit Committee assists the Board in fulfilling its oversight responsibilities for matters pertaining to financial reporting and control, risk management, external audit and internal audit, in accordance with the Charter approved by the Board, the Finnish Corporate Governance Code as well as applicable laws and regulations.
The Audit Committee e.g. reviews the Interim Reports and Half-Year Report, discusses enterprise risk analyses including identified risks and mitigation plans, monitors the principles concerning the monitoring and assessment of related party transactions, prepares the appointment, monitors and evaluates the independence of the company’s auditor, and approves the internal audit plan including a follow up of its progress. The Audit Committee also reviews the Corporate Governance Statement and the Group’s nonfinancial reporting.
In 2023, besides the regular agenda items, the Audit Committee had updates on information security, finance organisation, privacy, ethics and compliance. The Committee paid special attention to free cash flow performance as well as the progress of the sustainability programme under Corporate Sustainability Reporting Directive (CSRD).
In addition to members of the Audit Committee, the company’s President and CEO, CFO and people responsible for topics on the Audit Committee’s agenda participate in meetings presenting their corresponding agenda items to the Committee. In addition, the Internal Auditor participates in the Audit Committee meetings. The Auditor in Charge is also present at the meetings and gives updates on auditing work conducted in between the meetings.
In accordance with its Charter, the Audit Committee consists of the Chair of the Committee and at least two and at most four members, appointed annually by the Board among its members. Members of the Committee shall be independent of the company, and at least one member shall also be independent of significant shareholders. As required by law, at least one member of the Audit Committee must have expertise in accounting or auditing. The Committee meets at least four times a year.
From the date of the 2023 AGM, the Audit Committee comprised Denise Koopmans (Chair), Mika Ihamuotila, Nils Ittonen and Sebastian Langenskiöld. All members of the Committee are independent of the company and three members (Mika Ihamuotila, Sebastian Langenskiöld and Denise Koopmans) are independent of significant shareholders of the company. All of the members are financial experts based on their educational or occupational backgrounds. In addition, there is sustainability competence represented in the Committee. The Audit Committee convened six times in 2023, with an average attendance rate of 84%.
Members' attendance at Audit Committee meetings
| Board member |
# of meetings attended |
Attendance rate, % |
| Denise Koopmans (Chair)3 |
5/6 |
83 |
| Mika Ihamuotila |
4/6 |
67 |
| Nils Ittonen |
5/6 |
83 |
| Sebastian Langenskiöld 1 |
5/5 |
100 |
| Rolf Grisebach 2 |
1/1 |
100 |
| Anna Herlin 2 |
1/1 |
100 |
1 Member since 19 April 2023
2 Member until 19 April 2023
3 Mika Ihamuotila chaired the May meeting of the Audit Committee
in place of Committee Chair Denise Koopmans, with the support
of Rolf Grisebach, who was invited to attend
